®fje  library 

of  ttjc 

Mitibersiitp  of  i?ortf)  Carolina 


Collection  of  J^ottfj  Caroliniana 

Cnbotoeb  fap 

STofjn  ^prunt  mill 

of  tf)e  Clafifiof  1889 

CSSST.I 


00032740605 

This  book  must  not 
be  taken  from  the 
Library  building 

2SW41 

SEP  28 19418 


PROCEEDINGS       ,  „   » 


MINERAL  MEETING  OF  STOCKHOLDERS 


OF 


The   North  Carolina  Rail  Road  Company, 


AT  GREENSBORO',  JULY   10.   1851. 


WITH  THE  BY-LAWS  OF  THE  COMPANY 


AS    REVISED    AT    SAID    MEETING. 


PRINTED    AT    THE    PATRIOT    OFFICE. 
GREENSBORO'.  N.  C 

1851. 


ANNUAL  MEETING   OF   STOCKHOLDERS 


Agreeably  to  the  By-Laws  of  the  Stockholders  of  the  North 
Carolina  Rail  Road  Company,  they  met  in  Grreensborough. 
on  the  second  Thursday,  being  the  10th  of  July,  1851. 

On  motion  of  Dr.  F.  J.  Hill,  Hon.  Calvin  Graves  was 
railed  to  the  Chair,  who  returned  his  acknowledgments  in  ;. 
few  appropriate  remarks. 

On  motion  of  John  A.  Gilmer,  Esq.,  E.  Strudwick  and  C. 
L.  Banner  were  appointed  Secretaries. 

On  motion  of  John  A.  Gilmer,  Esq.,  a  committee  of  three 
were  appointed  to  examine  and  report  how  much  Stock  is  rep- 
resented in  this  Meeting  in  person  and  by  proxy,  and  if  by 
proxy,  whether  such  proxy  is  in  due  form  or  not.  Where- 
upon, the  Chairman  appointed  John  A.  Gilmer,  William  C. 
Means  and  Dr.  F.  J.  Hill  to  constitute  said  committee. 

On  motion  of  H.  C.  Jones,  Esq.,  the  meeting  took  a  recess 
until  2  o'clock,  P.  m.,  to  give  the  above  mentioned  committee 
time  to  make  their  report. 

Two  o'clock,  P.  31. 

The  Chairman  called  the  Meeting  to  order. 

John  A.  Gilmer  from  the  committee  of  three  who  were  ap- 
pointed to  examine  how  much  stock  is  represented  in  this  Meet- 
ing, reported  that  the  committee,  in  the  discharge  of  their  du- 
ties, had  examined  the  lists  of  stockholders  present  and  tin 
proxies  handed  in,  and  found  that  8,319  shares  of  stock  were 
duly  represented  ;  but  that  in  that  estimate  500  shares  wen 
represented  by  Mr.  Simonton,  as  proxy,  who  did  not  appear 
on  the  books  as  a  stockholder,  but  who  was  in  reality  a  stock- 
holder by  purchase,  as  had  been  made  appear  to  said  com- 
mittee. And  further  reported,  that  more  than  one  hundred 
stockholders  were  present  and  represented. — Which  report 
was  accented  by  the  Meeting:. 


On  motion  of  Giles  Mebane,  Esq.,  it  was 

Resolved,  That  hereafter,  at  any  General  or   Annual  Meeting   of  the 
Stockholders  of  this  Company,  it  shall  be  the  duty  of  the  Stockholders  to 
report  themselves  to  the  Secretary  and  Treasurer  of  the  Company  pre 
vious  to  the  hour  of  meeting,  whose  duty  it  shall  be  to  verify  all  proxies 
and  report  to  the  Stockholders,  at  the  hour   of  meeting,    the    amount  of  ^ 
stock  represented. 

John  M.  Moreiiead,  President  of  the  Company,  presented 
and  read  the  following  Report,  which  was  accepted,  and,  on 
motion  of  Dr.  F.  J.  Hill,  was  ordered  to  be  filed  with  the  Secre- 
tary and  recorded  with  the  proceedings  : 

president's  report. 
Office  of  the  N.  C.  Rail  Road,  July  10,  1851. 

7b  the  Stockholders  of  the  North  Carolina  Rail  Road  Company : 

Gentlemen — Immediately  upon  their  election  the  Directors  of  the  N. 
C.  Railroad  Company  met  in  the  town  of  Salisbury,  on  12th  July  last,  and 
forthwith  organized,  and  elected  John  M.  Morehead,  of  Greensboro', 
President,  and  John  U.Kirkland,  of  Hillsboro', Treasurer,  of  said  Company  . 

Mr.  Kirkland  having  declined  the  appointment,  Jeduthun  H.  Lindsay 
was  subsequently  appointed. 

The  Board  of  Directors  proceeded  forthwith  to  appoint  Walter  Gwynn 
Chief  Engineer,  with  instructions  to  organize  several  corps  of  Engineers, 
and  cause  the  route  of  the  Road  to  be  surveyed  with  dispatch  ;  and  ac- 
comingly,  by  the  18th  of  September,  the  line  of  the  Road  was  divided  in- 
to four  Divisions,  and  a  eorps  consisting  of  one  Principal  Assistant  and 
two  Assistant  Engineers,  whh  the  other  requisite  assistants,  was  in 
charge  of  each  Division.  These  corps  prosecuted  their  labors  with  great 
energy,  fidelity  and  ability,  and  closed  the  survey  by  the  12th  May  last, 
at  which  time  the  Chief  Engineer  laid  before  the  Board  of  Directors  the 
results  of  the  surveys,  maps  of  location,  and  estimates,  which  being  ap_ 
proved  by  the  Directors,  they  ordered  the  whole  line  to  be  put  under  con. 
tract,  at  an  early  day,  at  the  estimates  of  the  Engineer. — contractors,  re- 
ceiving on<e-half  of  their  contracts  in  cash,  the  other  half  in  stock  of  the 
Company. 

The  letting  of  contracts  for  Grading  and  Masonry  commenced  at  Golds- 
boro".  on  20th  June  last,  and  was  continued  along  the  line,  at  various 
points,  tn  Concord,  and  bids  were  offered  upon  the  terms  proposed  upon 
nearly  all  the  sections  of  the  line,  and  contracts  have  been  closed  with 
most  of  the  bidders,  and  with  others  it  is  expected  shortly  to  close. 

Upon  a  thorough  examination,  it  was  ascertained  that  the  most  prac- 
ticable route  for  the  Road  passed  from  the  Wilmington  and  Raleigh  Rail- 
road by  Waynesborougb,  some  four  miles  north  of  Smithfieid.  by  Raleighr 
Hillsborough.  Graham,  Greensborough.  Lexington,  Salisbury,  Concord,  Vo 


Charlotte,  223  miles  in  length;  and  the  estimated  cost  thereof  was  $3,- 
165,333.  to  which  add  $100,000  for  work  shops  and  $139,800  ior  equip- 
ment, locomotives,  &c,  and  the  whole  amounts  to  $3,405,133.  A  tabu- 
lar statement  accompanying  this  report,  (marked  A,)  shows  the  various 
items  of  the  estimate. 

The  right  of  way  for  much  the  larger  portion  of  the  route  has  been 
most  generously  granted  by  the  proprietors  of  the  land  through  which  it 
passes,  and  as  yet  nothing  has  been  paid  for  that  purpose  ;  nor  is  it  be- 
lieved that  much  difficulty  will  be  encountered  in  ^ecurmg  the  right  of 
way  over  the  other  lands  along  the  route. 

It  will  be  seen  by  reference  to  an  abstract  of  the  Treasurer's  report,  ac- 
companying this,  (marked  B,)  that  the  sum  of  $28,696  69  has  been  ex- 
pended for  surveys,  salaries,  mileage  of  Directors,  printing  and  office  ex- 
penses; leaving  yet  in  the  hands  of  the  Treasurer  unexpended  $21,3u3 
31.  a  small  portion  of  which  will  be  required  to  pay  some  outstanding 
claims  for  printing-  and  other  incidental  expenses. 

When  we  reflect  that  fourteen  hundred  and  ninety-four  miles  have  been 
surveyed  in  experimental  lines  and  lines  of  approximate  and  actual  lo- 
cation, the  above  expenditure  is  evidence  of  rigid  economy  in  the  ex- 
penditure of  the  funds  of  the  Company;  and  the  number  of  miles  sur- 
veyed, is  evidence  of  the  energy  and  industry  of  the  several  corps  of  En- 
gineers. 

The  accompanying  statement  (marked  C,)  shows  the  number,  names 
and  gsade  of  the  Engineers  who  have  been  in  the  employment  of  the 
Company,  and  who  are  now  in  its  employment.  But  as  soon  as  con- 
tractors commence  operations  along  the  whole  line,  it  will  be  necessary 
to  increase  the  number  of  assistant  Engineers  upon  construction. 

If  the  zeal  to  finish  contracts  shall  equal  that  to  procure  them,  we  may 
surely  hope  ere  long  that  the  shrill  steam-whistle  of  your  locomotives 
will  awake  the  slumbering  echoes  ol  your  hills  and  vallies,  and  the  an- 
noying question  so  often  propounded,  "will  the  N.  C.  Bailroad  ever  be 
built?''"  will  be  answered  by  your  thundering  trains. 

To  dilate  upon  the  importance  of  the  completion  of  this  great  work,  to 
you  would  be  useless:  the  prompt  manner  in  which  you  responded  to 
die  invitation  to  take  the  stock  proves  that  you  were  Sully  aware  of  the 
necessity  of  such  a  work. 

\-  to  the  prospect  of  probable  profits.  I  think  but  few  can  doubt,  when 
we  relied  that  from  thia  point westward  there  is  not  now.  nor  ever  has 
!.  in  the  borders  of  our  State  for  a  distance  of  nearly  lour  hundred 
inies,  one  navigable  stream,  one  railroad,  or  macadamized  road  or  turn- 
pike, with  the  exception  of  a  few  inconsidelable  turnpikes  constructed 
among  our  num.. tains. 

This  region  is  unsurpassed'  for  its  mineral  and  agricultural  productions: 
is  occupied  by  a  population  which  will  compare  favorably  with  any  other 


on  the  face  of  the  globe  for  morality,  modesty  and  intelligence,  and  tht 
completion  of  your  great  work  will  open  up  to  them  prospects  which  wil 
stimulate  their  energies  and  excite  them  to  increased  industry. 

The  zeal  in  this  work,  manifested  by  the  citizens  along  the  line  an<. 
adjacent  to  it,  in  taking  contracts  so  promptly,  is  a  sure  guaranly  of  thf 
speedy  completion  of  it,  and  it  is  not  doubted  that  you  will  lend  all  th 
aid  in  your  power  to  effect  that  object. 

A  copy  of  the  Chief  Engineer's  Report  accompanies  this  report. 
Respectfully  submitted,  J.  M.  MOREHEAD 


HO 

fOMH 

won  wo 

_D    CD 

!°    O    H    £ 

o  it  p  2.3 

£    3 

la's  o 

p-oss:? 

^3    -i 

_*•  2  5*<R  5" 

H 
c 

b 

5  2L 
I  £ 

P5     1 

including  Tu 
eering  and  Si 
igencies, 
Damages. 

ation  includii 
mg  and  Arch 
Cuards, 
s  and  Water 
Crossings  &  C 

) 

>—c  re 

rnouts, 
jperinten 

ig  Drain? 
Culverts, 

Station*, 
hanges  o 

3"  ° 

den 

W  , 
o 

a   i 

£"    .    i    .    . 

1*  i 

■9 

a.  '    '    ' 

1 

o 

m 

& 

m 

M 

© 

W   63 

Co 

Ui 

►->  63  to  ©  63 

to  -1 

o 

©  to  to  63  63 

63  00  63  ©  63 

b 

1    1    ^J 

©  63  to  «  © 

©   ©   CO  Ol   © 

o 

o  ©  *-  i—  -1 

O  O   Ol   4^  -J 

cf 

00 

©  -4  oo  63  w-> 

©   ©   ©   63  © 

Co" 

Oi 

-mOO*^ 

©   ©   ©   63  i-» 

I' 

oi 

©   4-  ©   ©   *- 

©   ©   ©   Ol  © 

63 

1 

'    ■■   «# 

«fc 

m 

-i 

to  to 

63 

^j 

CO    4-    CO   O 

©  to 

& 

to 

oi  >— •  63  4*.  -J 

63  Ol  to  4^  63 

fe 

© 

©   63  i-"   63  w 

Oi  ©  O  63  to 

00 

©   —   ►-    4-  *- 

©   ©  ©   ©  63 

c" 

/    '    63 

©  —  to  ©  00 

©  ©  ©  to  Ol 

S5 

o 

©  ©  ©   ©   © 

©  ©  ©  63  -J 

o" 
3 

o 

©   63  ©   ©   00 

©  ©  ©  Oi  to 

<# 

m 

m 

to 

-4 

to  to 

63 

i      ■     --( 

CO   CO   60  ~1 

O  00 

O 

©  ©  4^-  CO  © 

M   Ol  M  «1  - 

s 

00 

©   £•  60  Ol   Ol 

GO  h-    ^J  CO  00 

o 

©  to  ©  00  00 

Ol   Oi   Ol  ©   © 

<s  i 

~J 

O   63  63  4-.  00 

©  ©  ©  ©  © 

§' 

■ 

,      1     Or 

©   ©  ©  ©   00 

©  ©  ©  Ol  to 

s 

O 

©   00  ©   ©   63 

©   ©    ©  ©   63 

m 

m 

m 

it! 

© 

*••   4- 

>--    63 

OS 

i— '   4--   .U  ©   Ol 

©  — ) 

H 

4*. 

©   ©  *-   ©   00 

00  00  U  m  M 

fc> 

©   00  ©  iU   © 

©  Oi  63   -1  to 

s- 

CO 

O   ©  —   ©   63 

4-  ©   63    ©  © 

2J 

<y 

©   63  00  ©   tO 

63  ©    Ol  4-  >— 

s 

„ 

O   ^  00  ©   © 

Ol   ©    ©   Oi   © 

o' 

© 

o  ©  ©  ©  © 

©   ©    ©   ©    © 

•« 

==« 

m 

CO 

w 

J-  "t5* 

m 

§ 

— 

M-     Ja     W 

to  O 

s 

O 

to  o  © 

to  to  Ol  00  Ol 

u->   63  >->    4-  0> 

_«i 

©  ©  o» 

h-    -~J  w-   Oi  00 

4-   ©   63  ©   *». 

30  O  W 

©  -J  Ol  to  -a 

CO   Ol  00  Ol   63 

^ 

--O 

©  C   to 
©  ©  to 

©    4_    C    tO     C 

©  Ol   63   OS   © 

to 

©  to  ©  ©  to 

63   ©   Ol   ©  © 

a" 

68 

O  ©   63 

©   63  00  ©   >-» 

oioouii- 

*~ 

©  ©  1- 

©   4-  ©  ©    ^1 

©  ©  ©  ©  -4 

3 


ft 

H 

> 

ft 

Q 
O 
m 

O 
ft 


1  ft 

J-  g 

•^  i-r1 

^  o 

I.  ft 

CO  ^ 


a? 


ft 

ft 

ft 
o 

ft 


0   *-"  T. 

H  O  a  sa  ta  C 

3*  P   n>    •     m   H 

i 

H 

n 

3 

-j   C    £ 
-5  "3    £ 
3*  =»  J3 

»-  •  5" 

n     3 

iduation  incl 
idgiog  and  A 

cross'gs&ch 
:pots  and  Wa 
ttle  Guards, 
mber  tor  supi 

P          O 

l»               c-»        «•  1-1      c 

— 

rr-         "^ 

8      2  £  g.S- 

1 

2 

O          P    ^  C       _ 

Drain 
Iverti 
.  less 
tion? 

ture  ; 

<    /    i 

S                O  i»    r/i 

3             ffi  _- 

a-              3    CD 

I       1      •->     71      i 

sii              ro    7i 

"5.        2  n 

03     '      '23' 

—          tr  5 

p           "LS 

O     ,      .   03           , 

?r       •   (c  p    ' 

1 

H_g- 

■ • ■ gci- 

~3 

i 

i    i    i 

^    CO 

& 

==£ 

l_l 

'O 
-1 

oi                co  •  * 

Cn 

oi  to  oo  to  to  to 

b 

1 

oo  oo  o  ©  ~J  © 

CO 

^ioi  o  o  ^5  ^ 

c' 

*- 

00  ©  o  ©  to  © 

s 

CO 

*>  ©  ©  ©  ^!  i-» 

o' 

s 

*o 

i—   C   ©  ©   Oi   © 

, 

'    '    1  m 

35 

to 

CO 

>0 

s 

© 

©                         Ol   CO 

e- 

o 

O   CO   Ol  M   -^  N5 

b 

to 

-1  ©   ©   Ol   *»•  CO 

00 

<o  ©  ©  ©  co  to 

§ 

I 

•       1       ,      CO 

to  ©  ©  ©  Oi  oi 

S" 

■x 

00  ©  ©  ©  to  ~1 

§' 

© 

tO  ©  ©   ©   Oi   CO 

? 

m 

CO 

CO 

to 

3 

1 

i      '      i    -o 

*.                    oi  00 

Ol 

lO    W     'J!    M     M    M 

b 

~co 

00  ^  m  00  oooo 

tO 

w  oi  wen  -iffl 

e" 

© 

^  ©  ©  ©  yi  © 

c/T 

, 

1     ■     ■    oi 

©  o  ©  ©  to  oj 

5' 

>-• 

ifc-  ©  ©  ©  Ol  to 

» 

•-* 

€8 

■£- 

en 

L-      tO 

s£ 

o 

Ol                         >C  ~1 

© 

-~l  CO   00   -~1  Ol   -J 

b 

J       1       i    ~ 

to 

©  to  Ol  to  00  CO 

A.  tO  ©   ©  00   © 

c' 

^ 

©  Oi  ©  Ol  ©  « 

5' 

Oi 

©  ©  ©  O  Oi  © 

o' 

CO 

^)  ©  ©  ©  ©  © 

p 

/• 

m 

„1-' 

£" 

m 

§ 

03 

en 

to                  to  © 

!C 

©  ©   .£*   CO 

to  >—  to  l-»  00  © 

J° 

i*  o  c>  ^ 

—  io  ~ i  cc  oc  -u 

00 

to  o  ©  © 

CO  00  ©  ©  to  to 

s 

oi 

©  ©  ©  Oi 

-J  to  Ol  —  to  © 

*'5 

©  O  ©  to 

©  Oi  ©  Ol  CO  © 

o 

— 

©     ©     ©     H- 

to  ©   ©  ©  --I  ►- 

& 

© 

©   ©   3    © 

£»  ©   ©   ©   Ol   -4 

n 

tS 

CO 
IS 

o 

>S 

o 

w 

o 

f 

t— t 


is 

CO 

H3 


ts 

O 

o 

co 
O 


W 

c 
w 

IS 

o 
o 

> 


ts 

W 

tr4 

co 

>s 
d 
w 

I— i 

CO 

ts 


is 


North  Carolina  Railroad  Company, 

In  Account  with  Jed.  H.  Lindsay,  Treasurer. 


Printing, 


Exp.  on  acTt  of  Surveys  S2J.055.91 
Salaries.  6J499.93 
Mileage',  553.00 

73.25 
514.60 
4,557.30 
16.300.00 
in  hands  of  Treasurer,      446.00 


Office  expenditures, 
Cash  in  Bank  at  Raleigh, 

Salisbury. 


50,000.00 


By  amount  received  of 

Capital  Stock,  £50,000.00 


JED.  H.  LINDSAY.  Treasurer. 


€ 

LIST  OF  THE  ENGINEER  CORPS, 

Employed  on  the  Surveys  and  Location  of  the  North  Corolina 
Rail  Road,  from  the  commencement  of  operations  to  the  com- 
pletion of  the  location. 

WALTER  GWYNN,  Chief  Engineer. 

First  Division. 

L.  M.  Prevost,  jr.,  Principal  Assistant  Engineer. 

,1.  P.  Robertson,  Assistant       " 

F.lemming  Gardner,  do              " 

F*  P.  Cooper,  do 

Second  Division. 
John  C.  McRae,  Principal  Assistant  Engineer. 

Frank  Sanders,  Assistant        "■ 

Roger  P.  Atkinson,  do 

Third  Division. 
Joseph  L.  Gregg,  Principal  Assistant  Engineer. 

Samuel  Dale,  Assistant        " 

Barry  I).  Hewetsoa,  do  " 

James  S.  Morrison,  do  " 

Fourth  [>ivision. 
John  McRae,  Principal  Assistant  Engineer. 

William  Fry,  Assistant         " 

T.  I.  Sumner,  do 


9 

C  (continued.) 

List  of  the  members  of  the  Engineer  Corps  now  in  the  service 
of  the  North  Carolina  Rail  Road  Company. 

WALTER  GWYNN,  Chief  Engineer. 

First  Division. 
L.  M.  Prevost  jr.,  Principal  Assistant  Engineer. 

Second  Division. 
John  C.  McRae,  Principal  Assistant  Engineer. 

Frank  Sanders,  Assistant        " 

Third  Division. 
J.  L.  Gregg,  Principal  Assistant  Engineer. 

Samuel  Dale,  Assistant 

James  L.  Morrison,  do 

Fourth  Division. 
John  McRae,  Principal  Assistant  Engineer. 

William  Frye,  Assistant        " 

T.  I.  Summer,  do  " 


On  motion  of  Hamilton  C.  Jones,  it  was 

Resolved,  Thai  in  the  election  of  Directors  the  same  local  distribution 
shall  be  observed  as  in  the  election  of  those  officers  at  the  last  Meeting 
of  Stockholders,  at  Salisbury,  and  that  the  districts  then  designated  re- 
commend a  suitable  person  or  persons  for  such  office. 

George  W.  Mordecai  offered  a  resolution,  which  was  amend- 
ed at  the  suggestion  of  John  A.  Gilmer,  as  follows  : 

Resolved.  That  no  person  who  is  now  or  may  be  hereafter  a  contractor 
directly  or  indirectly,  secretly  or  openly,  in  his  individual  right  or  as  a 
copartner  in  any  compauy  of  contractors  under  this  corporation,  can  with- 
out violation  of  law  act  as  a  Director  in  the  North  Carolina  Rail  Road 
Company:  and  if  any  Director  thus  interested  shall  be  elected,  that  he 
be  required  to  qualify  himself  to  act  legally  as  such. 

On  motion  of  Thales  McDonald,  it  was  ordered  that  the  a- 
bove  resolution  be  laid  on  the  table  until  tomorrow  morning. 
at  8  o'clock. 

On  motion  of  Dr.  Hill,  it  was  resolved,  that  a  committee  of 
three  be  appointed  by  the  Chair  to  examine  the  Treasurer's 
account  and  report  to  this  meeting.     A.  J.  De  Rossett,  J,  U. 


10 

Kirkland  and  D.  Coleman  were  appointed  to  constitute  said 
<  committee. 

Dr.  James  E.  Williamson  read,  by  permission,  the  order  of 
procession  in  the  ceremony   of  "  Breaking  Ground  "   on  the 
N.  C.  Rail  Road,  on  Friday,  11th  July,   1851.     Whereupon 
it  was  unanimously  resolved,  on  motion  of  Giles  Mebane,  Esq. 
that  the  Hon,  Calvin  Graves  be  appointed  to  «*  break  ground' 
on  the  North  Carolina  Rail  Road. 

On  motion  the  Meeting   adjourned,   until  8  o'clock,   A.  u 
tomorrow. 


Friday,  July  11, 1851—8  o'clock,  A.  M. 

The  Meeting  was  called  to  order  by  the  Chairman. 

On  motion  of  Giles  Mebane,  the  reading  of  the  minutes  was 
dispensed  with. 

On  motion,  Col.  Cabell,  of  Virginia,  Thomas  McGee, 
Esq.,  and  John  Kerr,  Esq.,  were  invited  to  take  seats  in  the 
Meeting. 

The  Meeting  proceeded  to  the  order  of  the  day,  and  the  re 
solution  of  George  W.  Mordecai,  which  was  laid  on  the  tabh 
on  motion  of  Thales  McDonald,  was  taken  up  and  passed  un 
animously. 

Nominations  were  made  for  Directors ;  whereupon  the  Chai, 
appointed  Hamilton  C.  Jones,  A.  J.  De  Rossett  and  George 
W.  Mordecai  a  committee  to  superintend  the  ballotting,  and 
the  Meeting  proceeded  to  elect  twelve  Directors.  Hamilton 
C.  Jones,  from  the  committee  to  superintend  the  balloting,  re- 
ported that  the  following  persons  had  received  a  majority  oi 
the  votes  cast  and  were  duly  elected,  viz : 

William  C.  Means,     -    -    -    -     ef  Cabarrus, 

John  W.  Ellis, Rowan, 

D.  A.  Davis,      -    - do. 

Francis  Fries, Forsyth, 

John  W.  Thomas, Davidson 

John  M.  Morehead,     -    -    -    -  Guilford, 

John  A.  Gilmer,  - do. 


11 

Cad.  Jones,  sen., Orange, 

Edwin  Holt, Alamance, 

R.  M.  Saunders  ------  Wake, 

Alonzo  T.  Jerkins, Craven, 

Frederick  J.  Hill,      ....  Brunswick. 

Whereupon,  the  above  named  persons  were  declared  duly 
elected  Directors. 

On  motion  of  Gov.  Swain,  it  was  resolved,  that  a  commit- 
tee of  three  be  appointed  to  revise  the  By-Laws  and  report  to 
this  meeting.  Whereupon,  the  Chairman  appointed  David 
L.  Swain,  Ralph  Gorrell  and  A.  G.  Carter,  Esqs.,  to  constitute 
said  committee, — who  submitted,  through  their  chairman,  D. 
L.  Swain,  the  following  Report,  which  was  adopted  : 

REPORT  of  committee  on  by-laws. 

The  committee  to  whom  was  referred  the  subject  of  the  revision  and  a 
mendment  of  the  By-Laws  of  the  North  Carolina  Rail  Road  Company 
beg  leave  to  submit  the  following  Report : 

Upon  the  subject  of  General  Meetings  of  the  Stockholders,  the  commit 
tee  recommend  a  change  of  the  By-Laws  so  as  to  provide  for  the  call  o 
a  General  Meeting  by  a  portion  of  the  Stockholders  as  well  as  by  tlu 
President  or  a  portion  of  the  Directors,  and  they  offer  the  following  By- 
Law  as  a  substitute  for  the  4th  section  of  the  now  existing  By-Laws  on 
that  subject,  viz: 

"The  President,  or  any  five  Directors,  or  any  number  of  Stockholder- 
representing  one-third  of  the  individual  stock  in  the  North  Carolina  Rai 
Road  Company,  shall  have  power  to  call  occasional  Meetings  of  tht 
Stockholders,  at  such  time  and  place  as  he  or  they  may  think  proper.— 
first  giving  twenty  days  notice  thereof  in  two  or  more  newspapers  pub 
lished  in  this  State." 

The  Committee  further  recommend  the  adoption  of  the  following  a; 
additional  By-Laws  to  those  already  in  force,  viz : 

"  1.  That  a  standing  committee  of  three  persons  be  appointed  at  eael 
annual  meeting  of  the  stockholders,  (commencing  with  the  present,)  tr 
audit  and  report  upon  all  accounts  of  the  Treasurer,  to  the  stockholders  a 
each  annual  meeting; — that  said  committee  act  in  the  intervals  of  regu 
Jar  meetings,  and  that  they  be  allowed  the  sum  often  cents  per  mile  fo 
their  travelling  expenses,  and  the  sum  ot  two  dollars  per  diem  lor  eacl 
day  in  which  they  shall  be  engaged  in  said  service. 

t:  2.  The  form  of  all  transfers  of  subscriptions  to  the  stock  of  this  Com 
pany  shall  be  as  fallows' : 

•Know  all  men  by  these  presents,  that  I  (A.  B.)  for  and  in  considera- 
tion of  the  sum  of  dollars,  to  me  in  hand  paid  by  (C.  D.,)  the 


12 

receipt  and  payment  of  which  is  hereby  acknowledged,  have  bargained, 
sold,  assigned  and  set  over  to  the  said  (C.  D.)  shares  of thecapital 

stock  in  the  North  Carolina  Rail  Road  Company,  which  was  subscribed 
by  me  in  the  books  of  said  Company  (or,  which  have  been  purchased  by 
me.  as  the  case  may  be,) — to  have  and  to  hold  to  him  the  said  (C.  P..) 
his  executors,  administrators  and  assigns  forever;  and  the  said  (C.  D.) 
doth  hereby  agree  to  receive  and  accept  of  the  above  named  stock,  trans- 
ferred as  aforesaid. 

'  In  testimony  whereof,  the  parties  aforesaid  have  thereunto  set  their 
hands  and  seals,  this  ,  A.  P.,  185    . 

J  Seal. 
'Sea!.: 

Which  said  transfer  shall  be  signed  either  in  person  or  by  attorney,  by 
both  parties,  in  the  presence  of  a  Pirector  of  this  Company,  some  one 
of  the  Judges  of  the  Superior  or  Supreme  Court,  a  Clerk  and  Master  in 
Equity,  or  a  Notary  Public,  and  attested  by  the  same;  and  when  the  at- 
testation is  made  by  a  Clerk,  or  Clerk  and  Master,  or  Notaiy  Public,  it 
shall  be  further  authenticated  by  his  seal  of  office.  And  said  transfer 
shall  be  filed  in  the  office  of  the  Secretary  of  said  Company  at  or  before 
the  next  Annual  Meeting  of  the  Stockholders,  and  it  shall  be  recorded 
on  the  journals  of  the  proceedings  of  the  Board  of  Pirectors. 

'•3.  The  form  of  all  Proxies  to  represent  Stockholders  at  their  Gen- 
eral Meetings  may  be  as  follows : 

'Know   all  men  by  these   presents,  that  I  (A.  B.),  of  the   County  of 
and  State  of  ,  do  hereby  substitute    and    ap- 

point (C.  P.)  of  the  county  of  ,  and  State  of  ,  to 

be  my  Proxy,  for  me  and  in  my  name  and  behalf  to  vote  on 
Shares,  being  votes,  at  the  next  General  Meeting  of  the  Stock- 

holders of  the  North  Carolina  Rail  Road  Company,  on  any  matter  which 
•nay  properly  come  beforethem. 

'  In  witness  whereof  I  have   hereunto   set  ray  hand   and  seal,  this 
day  of  ,  185 

<(A.  B.)> 

Which  shall  be  signed  by  the  party  and  attested  by  some  Justice  of  the 
Peace,  Clerk  of  a  Court  aforesaid,  Notary  Public,  or  Pirector  of  the  Com- 
pany.    And  none  but  a  Stockholder  shad  b«  a  proxy.1'' 

Your  eoaimitiec  recommend  the  adoption  of  the  above  By-Law  in  the 
place  of  the  one  now  in  force  on  the  subject  of  proxies. 

Your  committee  further  report,  that  they  have  had  under  considera- 
tion the  subject  of  the  salaries  ol  the  different  officers  pf  this  Company, 
and  report  that  it  wo.uhl  be  inexpedient  at  the  present  time  tochangjethe 
amount  ol  compensation  allowed  to  said  officers. 

Respectfully  submitted.  D,  L.  SWAIN,  Chairman, 

Gov.  Swain,  at  the  request  of  the  house,  read  an  interesting 
communication  from  the  lion.  W.  A.  Graham,  addressed  to 
:he  President  uf  the  Board  of  Directors,  which,  on  motion  of 
H,  C.  Jones,  was  ordered  to  be  spread  upon  the  journal  of 
proceedings  and  published  with  the  same. 


lb 


HON.    WILLIAM  A.  GRAHAM  S    LETTER. 

Washington  City,  July  7,  1851. 

Dear  Sir:  I  acknowledge  the  polite  invitation  of  the  President  and 
Directors  of  the  North  Carolina  llailroad  Company,  to  the  celebration  of 
breaking  ground,  on  that  great  public  work,  on  the  11th  inst.,  and  regret 
I  that  I  shall  be  disappointed  in  the  pleasure  of  being  present  at  this  inter* 
eating  ceremony,  as  well  as  in  my  purpose,  for  some  time  entertained,  oi 
attending  the  annual  meeting  of  the  stockholders. 

To  the  friends  of  this  enterprise,  with  whom  I  have  been  proud  to  co- 
operate in  the  darkest  hours  of  its  fate,  as  well  as  to  all  the  good  citizens 
of  the  State,  who  shall  participate  in  the  celebration  of  its  happy  com- 
mencement, 1  offer  my  hearty  congratulations  and  good  wishes.  That 
so  much  has  been  accomplished  as  the  subscription  of  the  whole  capital 
stock,  the  organization  of  the  company,  the  survey  of  the  entire  route. 
the  letting  of  the  contracts  for  grading  and  construction  throughout  the 
same,  and  the  actual  breaking  ofground,  in  the  face  of  all  the  discourage- 
ments and  opposition  encountered  since  the  first  assemblage  of  the  friends 
of  the  work  at  Salisbury  two  years  since,  affords  surely  an  occasion  for 
mutual  felicitation  and  rejoicing ;  and  I  look  forward  to  the  day  of  its 
final  completion,  as  a  time  of  deliverance,  not  merely  from  the  shackles 
of  commercial  bondage,  but  from  the  dominion  of  prejudices  and  error, 
which, howeverhonestly  entertained,  have  been  thebane  of  our  prosperity. 

In  the  beautiful  allegories  of  Goldsmith,  published  nearly  a  century 
back,  certainly  before  railroads  were  built  or  thought  of,  we  read  of  the 
Minister  of  an  Eastern  Queen,  whose  administration  of  affairs  was  so 
much  complained  of  among  her  subjects,  that  a  day  was  appointed  to 
hear  those  making  accusations  against  him,  and  when  he  should  stand 
upon  his  defence.  Thf  day  being  arrived,  the  first  who  complained  was 
a  carrierwho  supplied  the  city  with  fish.  He  exclaimed  that  it  W3S  the 
custom,  time  immemorial,  for  carriers  to  bring  their  fish  on  a  horse,  in  a 
hamper,  which  being  placed  on  one  side,  and  balanced  by  a  stone  upon 
the  other,  was  thus  conveyed  with  ease  and  safety  ;  but  that  the  prisoner, 
moved  by  a  spirit  of  innovation,  or  perhaps  bribed  by  the  hamper-ma- 
kers, had  obliged  all  carriers  to  use  the  stone  no  longer,  but  balance  one 
hamper  with  another :  an  order  entirely  repugnant  to  all  antiquity,  and 
those  of  her  majesty's  kingdom  in  particular. 

The  carrier  finished,  and  the  whole  court  shook  their  heads  at  the  in- 
novating Minister.  Next  came  the  inspector  of  city  buildings,  who  charg- 
ed him  with  having  ordered  the  demolition  of  an  ancient  ruin,  which  ob- 
structed the  passage  through  one  ol  the  principal  streets.  He  observed, 
that  such  buildings  were  noble  monuments  of  barbarous  antiquity:  con 
tributed  finely  to  shew  how  little  our  ancestors  understood  of  architecture, 
and  for  that  reason  should  beheld  sacred  and  suffered  gradually  to  decav. 


14 

The  last  witness  who  appeared  was  a  widow,  who  had  laudably  at- 
tempted to  burn  herself  on  her  husband's  funeral  pile.  But  the  innovat- 
ing Minister  had  prevented  the  execution  of  her  design,  and  was  insensi- 
ble to  her  tears,  protestations  and  entreaties. 

The  two  first  offences  might  have  been  pardoned  :  but  for  the  injury  to 
the  sex,  so  contrary  to  the  customs  of  all  antiquity,  the  Queen  (says  the 
story)  ordered  the  criminal  to  be  banished  from  her  presence  forever. 
"I  acknowledge  my  crime,"  said  he;  "  and  since  I  am  to  be  banished, 
let  it  be  to  some  ruined  town  or  ruined  village  in  the  country  I  have  gov- 
erned— I  shall  find  some  pleasure  in  improving  the  soil  and  bringing  back 
a  spirit  of  industry  among  the  inhabitants.'''  This  request,  seeming  rea- 
sonable, was  granted,  and  a  courtier  was  ordered  to  fix  a  place  of  banish- 
ment answering  the  Minister's  description.  After  six  months' search, 
however,  the  inquiry  proved  fruitless :  neither  a  desolate  town  or  ruined 
village  could  be  found  in  the  whole  kingdom.  Then  said  the  Minister, 
"  how  can  that  country  be  ill-governed  which  has  not  a  desolate  town  or 
ruined  village  in  it  V'  The  Queen  perceiving  the  justice  of  the  remon- 
strance, remitted  his  sentence  and  restored  him  to  favor. 

The  projectors  of  this  Railroad  are  certainly  within  the  terms  of  the 
tirst  count  of  indictment  against  the  innovating  Minister.  They  do  pro- 
pose to  carry  at  least  two  hampers  offish  up  the  country,  and  two  bales 
of  cotton  or  hogsheads  of  tobacco  down,  by  means  at  least  as  simple  and 
cheap  as  one  was  carried  before. 

Considering  also  that  they  design  to  cut  down  mountains  and  lift  up 
valleys,  so  as  to  form  a  path  for  a  fiery  monster,  carrying  a  weight  ot  fifty 
tons  and  running  with  more  than  race-horse  speed  over  hill  and  dale, 
they  are  as  heinous  offenders  against  barbarous  antiquity  as  he  who  re- 
moved the  venerable  ruin  from  the  streets  of  the  city. 

How,  like  him,  they  shall  do  injury  to  the  sex,  by  the  introduction  of 
those  novelties,  it  is  perhaps  more  difficult  to  define,  unless  it  be  that 
•'  time  and  space  "  are  about  to  be  annihilated  by  the  rapidity  of  travel. 
and  love  to  lose  its  reward  for  want  of  troubles  to  encounter;  or  that  ed- 
ucation and  accomplishments,  the  graces  and  refinements  of  life,  are  to 
become  so  generally  diffused,  by  the  more  general  diffusion  of  ppportu- 
nities  and  means  lor  their  acquirement,  that  competitors  will  become 
more  numerous  and  the  prize  of  admiration  more  difficult  to  win.  If. 
however,  for  any  or  all  of  these  offences  we  shall  be  doomed  to  banish- 
ment, like  the  offending  Minister,  and  shall  be  graciously  allowed  the 
coudition  of  place,  permitted  to  him,  1  trust  we  shall  find,  by  the  timfc 
this  Road  shall  be  completed  and  brought  into  full  operation,  that  there 
will  not  be  in  the  State,  at  least  in  that  large  and  populous  part  through 
which  it  runs,  a  desolate  town,  or  ruined  village,  or  farmhouse,  or  ham- 
let to  claim  us  as  exiles. 
In   surveying,  as  I  have  recently  had  opportunity  to  do.   the  public- 


15 

works  of  New  York  and  other  States  north  of  this  capital,  and  contem- 
plating the  manifold  advantages  they  confer  on  the  inhabitants  of  those 
States,  it  has  been  to  me  a  matter  of  wonder  how  we,  in  the  intetior  of 
North  Carolina,  with  but  little  better  means  oT  travel  and  transportation 
than  when  the  thunders  of  British  cannon  were  heard  on  the  spot  where 
you  now  stand,  can  hold  our  hand  in  the  competition  of  business  with 
those  who  have  remedied  like  natural  disadvantages  by  works  of  inter- 
nal improvement.  Standing  on  the  wharf  at  Buffalo,  where  canal  boats' 
were  being  loaded  with  flour  at  the  rate  of  from  6§0  to  750  barrels  to  the 
boat.  I  inquired  what  was  the  freight,  per  barrel,  from  there  to  the  city 
of  New  York,  a  distance  of  more  than  500  miles,  and  received  for  an- 
swer, 48£  cents — less  by  20  per  cent,  than  we  pay  our  wagoners  from 
Hillsboro'  to  Raleigh,  and  they  make  nothing  at  that.  Yet  this  piece 
uf  good  fortune,  the  Erie  Canal,  was  not  rained  down  on  western  New 
York  by  a  Providence  which  has  denied  his  blessings  to  us,  It  cost  the 
State  twenty  odd  millions  of  dollars  of  borrowed  money ;  but  it  was  mo- 
ney well  laid  out.  For  years  it  was  clamored  against  in  elections  as  a. 
policy  about  to  ruin  the  State  and  pauperize  the  people ;  but  by  the  intre- 
pid statesmanship  of  Clinton  and  his  associates,  it  went  steadily  forward, 
■conquering  all  opposition,  and  his  name  is  now  reverenced  as  that  of  a 
public  benefactor  throughout  the  land.  But  the  people  of  that  great  State 
are  not  content  with  this.  By  the  time  this  letter  reaches  you,  if  not  now, 
a  law  will  have  passed  their  Legislature  to  borrow  and  expend  nine 
millions  of  dollars  more  in  enlarging  the  grand  Canal,  so  as  to  carrv 
twice  as  much  as  is  now  carried  on  its  waters,  at  the  same  cost,  and 
■consequently  to  cheapen  transportation  probably  one-half  below  present 
rates. 

But  with  the  innumerable  advantages  of  the  Canal,  it  affords  too  slow 
a  passage  for  our  progressive  age.  A  superb  Railroad  has  been  laid 
down  by  its  side  from  Buffalo  to  Albany,  and  is  being  extended  along 
the  shores  of  that  natural  canal,  the  Hudson  river,  to  the  city  of  New 
York. 

This  is  exclusive  of  the  New  York  and  Erie  Railroad,  the  greatest  work 
of  the  kind  yet  completed  in  the  world,  which  shoots  off  from  the  Hudson 
river  thirty  miles  above  the  city,  and  crossing  the  waters  of  the  Delaware, 
the  Susquehanna,  of  lake  Ontario,  the  Mississippi,  and  lake  Erie,  strikes 
the  latter  Lake  at  Dunkirk,  45  miles  only  from  Buffalo — a  total  distance 
of.460  odd  miles- 

A  traveller  who  shall  pass  by  one  of  these  Roads  from  the  city  of  New 
York  to  the  Lake,  and  fail  to  get  through  in  16  or  17  hours,  and  at  the 
rate  of  2  cents  or  less  per  mile,  will  be  sure  to  take  the  other  on  his  next 
journey.  We  set  out  after  six  o'clock  in  the  morning  on  the  Erie  Road, 
and  with  all  stoppages  from  the  holiday  occasion,  and  the  desire  at  various 
points  to  offer  respects  to  the  President  of  the  TTnited  States,  we  reached 


16 

Elmira,  where  we  tarried  for  ihe  night,  a  distance  of  283  miles,  half  an> 
hour  before  sunset. 

Of  the  numerous  railroads  connecting  these  two  together  at  convenient 
points,  oruniting  as  branches  to  the  one  or  the  other,  and  the  plank  roads 
which  every  where  greet  the  eye,  I  have  not  room  for  description.  No- 
thing is  more  certain  than  that  in  regard  to  the  popular  taste  for  works  of 
this  kind, 

"  Increase  of  appetite  doth  grow  by  what  it  feeds  on ;" 
and  as  soon  as  you  convince  the  people,  by  a  public  demonstration,  that 
they  can  be  made  without  ruin,  they  will  demand  them,  as  they  do  com- 
fortable houses  to  live  in,  or  improved  tools  of  trade  to  work  with. 

I  cannot  here  forbear  to  mention,  for  the  consolation  of  those  among 
us  who  take  so  much  to  heart  the  misfortunes  and  blunders  of  the  old 
Raleigh  and  Gaston  Railroad,  that  the  New  York  and  Erie  Railroad,  from 
inexperience  and  bad  management  in  its  early  history,  proved  a  dead 
failure,  at  a  loss  of  more  than  six  millions  of  dollars,  one-half  of  which 
fell  upon  the  State  and  has  never  been  repaid :  or  rather,  has  been  relin- 
quished as  a  bounty  to  a  new  company,  who  took  it  in  hand  under  better 
auspices  for  carrying  it  through  to  completion.  But  that  it  has  now  been 
finished  and  equipped  at  a  cost  of  seventeen  millions  mare,  and  promises 
to  be  paying  stock  at  the  whole  sum  of  twenty-three  millions. 

We  have  not,  it  is  true,  the  wonderful  resources  and  advantages  of 
New  York,  and  it  is  with  no  hope  to  rival  her  great  works  that  I  recite 
these  outlines  of  her  system  of  improvement;  but  to  show  that  our  un- 
dertaking is  not  disproportioned  to  our  means  or  our  necessities.  When 
a  citizen  of  Mecklenburg  or  Cabarrus  shall  be  enabled  to  breakfast  at 
home,  dine  in  Raleigh,  and  sup  on  the  same  day  and  at  ro  very  unreas- 
onable hour  in  Wilmington,  Beaufort,  Newbern,  Norfolk  or  Petersburg, 
he  will  accomplish  no  more  in  overcoming  distance  than  is  now  done 
daily  by  hundreds,  not  to  say  thousands,  in  New  York  as  well  as  in  oth- 
er States  of  the  Union.  And  he  will  readily  perceive  what  benefits  will 
accrue  to  him  when  he  too  can  accomplish  in  one  day  what  now  re~ 
quires  more  than  a  week. 

The  time  and  circumstances  are  all  propitious  to  the  commencement 
of  our  work.  We  are  in  the  first  year  of  the  latter  half  of  the  nineteenth 
century.  We  have  just  finished  one  of  those  decades  appointed  by  the 
Constitution,  when  the  Federal  census  exhibits  to  us  anew  the  popula- 
tion and  statistics  of  the  country.  The  progress  of  North  Carolina  during 
this  period  is,  less  cheering  than  that  of  several  other  States,  but  more  so 
than  it  has  been  during  any  former  one.  Her  population,  now  870.000 
souls,  will  easily  attain  to  and  exceed  a  million  by  the  next  census  at  ths 
same  rate  of  increase  as  during  the  last  ten  years.  With  the  discourage- 
ments to  emigration,  by  reason  of  the  greater  distance  of  the  fresh  lands 
at  the  South  and  West ;  the  encouragements  and   rewards  to  industry  in 


17 

the  expenditure  of  three  millions  of  dollars  in  the  construction  of  this 
work  alone,  (not  to  speak  of  the  improvements  on  the  Cape  Fear  and 
beyond  the  Blue  Ridge  :)  in  the  grand  result  which  is  to  flow  from  its 
completion,  that  our  internal  resources  of  mineral  and  agricultural  rich- 
es are  to  be  brought  out  as  permanent  and  increasing  contributious  to  the 
national  wealth, — I  trust  she  is  entering  on  this  new  era  with  a  brighter 
destiny.  The  second  State  of  the  South  in  geographical  extent  j  the  se- 
cond in  population  from  the  revolution  downward,  until  she  has  been 
outstripped  by  her  younger  sisters  Tennessee  and  Kentucky,  she  possess- 
es elements  of  opulence  and  power  which  require  but  the  general  exten- 
sion of  a  system  of  improvement  to  enable  her  to  vie  with  the  proudest 
members  of  the  Union,  to  which  none  is  more  devoted,  constant  and 
faithful.  I  remain,  dear  sir;  very  truly  yours, 

WILLIAM  A.  GRAHAM. 
Hon.  J.  M.  Morehead, 

Pres't.  N.  C.  R.  R.  Co. 


On  motion  of  D.  L.  Swain,  it  was 

Resolved,  That  the  President  of  the  Company  be  requested  to  state 
specially  the  manner  in  which,  and  the  conditions  upon  which,  and  the 
extent  to  which  contracts  have  been  let  for  work  upon  the  Road. 

It  was  further  Resolved,  That  he  be  requested  to  state  whether,  and  if 
any,  what  measures  have  been  adopted  by  the  Directors,  to  effect  the 
resolution  passed  at  the  last  Annual  Meeting  of  the  Stockholders,  reques- 
ting the  Board  of  Directors  to  carry  out  in  good  faith  the  resolutions  adop- 
ted in  the  several  Conventions  held  at  Salisbury,  Greensborough,  and 
Hillsborough;  m  relation  to  the  construction  of  the  N.  C.  Rail  Road. 

Whereupon  the  President  made  a  full  explanation  upon  the 
subject. 

On  motion  of  Ralph  Gorrell,  the  meeting  took  a  recess  un- 
til 3  o'clock.  P.  M. 


Three  o'clock,  P.  M. 

The  Meeting  was  called  to  order  by  the  chair. 

The  Meeting  appointed  John  U.  Kirkland,  Ralph  Gorrell 
and  David  F.  Caldwell  to  constitute  the  Standing  Committee  to 
audit  and  report  upon  all  the  accounts  of  the  Treasurer  to  the 
Stockholders  at  each  Annual  Meeting. 

On  motion  of  D.  L.  Swain,  it  was 

Resolved,  That  it  is  the  opinion  of  the  Stockholders  of  the  North  Caro* 
lma  Rail  Road  Company,  the  President  and  Directors  of  said  Company 
be  ana  are  hereby  required  and  instructed  to  carry  out  in  good  faith  the 
resolutions  heretofore  made  at  Salisbury,  Greensborough  and  Hillsbo- 
rough, and  ratified  at  the  first  Meeting  of  the  Stockholders  at  Salisbury . 


IS 

A.  J.  DeRossett,  from  the  committee  to  whom  was  referred 
the  Treasurer's  account,  reported  that  they  have  had  the  same 
under  examination,  and  find  that  the  various  suras  charged  are 
sustained  by  proper  vouchers  filed  in  the  Office  of  the  Com- 
pany ; — which  report  was  concurred  in. 

On  motion  of  D.  L.  Swain,  it  was 

Resolved,  That  one  thousand  copies  of  the  Proceedings  of  this  Meeting 
be  prepared  and  printed,  under  the  supervision  of  the  President  of  the 
Board  ot  Directors;  and  that  the  By-Luvs,  as  revised,  be  printed  with 
the  same. 

On  motion  of  Gov.  Swain,  it  was 

Resolved,  That  the  next  Annual  Meeting  of  the  Stockholders  take 
place  at  Rnleigh.  on  the  second  Tnursday  of  July.  1852. 

On  motion  of  Dr.  F.  J.  Hill, 

Resolved,  That  the  thanks  of  this  Meeting  be  and  are  hereby  tendered 
to  the  members  of  the  Presbyterian  Church  for  the  use  of  their  building. 

On  motion  of  J.  U.  Kirkland, 

Resolved,  That  the  thanks  of  this  Meeting  be  tendered  to  the  Secreta- 
ries, for  the  able  and  faithful  manner  in  which  they  have  discharged 
their  duties. 

On  motion  of  Giles  Mebane, 

Resolved  That  the  thanks  of  this  Meeting  be  tendered  to  the  Chairman, 
for  the  dignity,  ability  and  impartiality  with  which  he  has  presided  over 
its  deliberations. 

With  appropriate  remarks,  the  Chairman  declared  the  Mee- 
ting adjourned,  sine  die. 

CALVIN  GRAVES,  Chairman, 
E.  Strudwick,      |Secretaric8p 
C.  L.  Banner,       / 


B  Y  -  L  A  W  S 


OF   THE 


SORTH  CAROLINA  RAIL  ROAD  COMPANY, 

As  revised  and  amended  at  the  General  Meeting  of  July 
Wth.  1851. 


MEETING  OF  STOCKHOLDERS. 

I.  The  next  General  Meeting  of  the  Stockholders  shall  take 
place  in  Greensborough,  on  the  second  Thursday  of  July  next ; 
and  the  second  Annual  Meeting  shall  be  at  Raleigh,  and  the 
third  at  Salisbury ;  and  all  subsequent  meetings  shall  alter- 
nate in  the  same  way  between  Greensborough,  Raleigh  and 
Salisbury.  And  the  Board  of  Directors  now  elected,  shall 
remain  in  office  until  such  Annual  Meeting  at  Geensborough, 
in  July  next. 

II.  On  failure  of  the  Stockholders  to  elect  Directors  at  any 
General  Annual  Meeting,  it  shall  be  the  duty  of  the  Presi- 
dent, for  the  time  being,  forthwith  to  advertise  a  General 
Meeting  of  the  Stockholders  to  be  held  within  twenty  days 
thereafter  for  the  purpose :  and  on  failure  of  the  President 
so  to  advertise,  or  of  the  meeting  so  called  to  elect  Directors, 
it  shall  be  the  duty  of  the  Directors  for  the  time  being,  or  any 
one  of  them,  to  advertise  as  above  directed. 

III.  At  least  one  hundred  individual  stockholders,  represen- 
ted either  in  person  or  by  proxy,  and  holding  not  less  than  a 


20 

majority  of  the  Stock  subscribed  shall  be  necessary  to  con- 
stitute a  quorum  for  the  transaction  of  business. 

IV.  The  President,  or  any  five  Directors,  or  any  number  of 
Stockholders  representing  one-third  of  the  individual  stock  in 
the  North  Carolina  Rail  Road  Company,  shall  have  power  to 
call  occasional  Meetings  of  the  Stockholders,  at  such  time  and 
place  as  he  or  they  may  think  proper, — first  giving  twenty 
days  notice  thereof  in  two  or  more  newspapers  published  in 
this  State. 

PRESIDENT. 

I.  The  President  shall  be  elected  annually  by  ballot  by  the 
,  majority  of  the  Board  of  Directors  ;  and  shall  receive  as  com- 
pensation for  his  services  an  annual  salary  of  $2500,  over  and 
above  his  necessary  travelling  expenses  incurred  by  order  of 
the  Board  of  Directors,  in  journeys  out  of  the  State. 

II.  The  President  shall  have  the  general  superintendence 
and  control  of  all  the  other  officers  of  the  Company,  and  shall 
prescribe  their  duties  unless  otherwise  provided  for  by  the  Rules 
and  Regulations  of  the  Board  of  Directors  :  he  shall  carefully 
examine  into  the  performance  of  their  duties,  and  from  time  to 
time  report  to  the  Directors  all  and  every  matter  touching  the 
interests  of  the  Company  which  shall  come  to  hiseknowledge. 

III.  The  President  shall  keep  the  seal  of  the  Company, 
and  with  the  consent  of  a  majority  of  the  Directors  shall  affix 
the  same  to  all  conveyances  and  other  instruments  to  which 
the  attestation  of  the  seal  may  be  necessary,  and  sign  the 
same  on  behalf  of  the  Corporation. 

SECRETARY  AND  TREASURER. 

I.  The  offices  of  Secretary  and  Treasurer  shall  be  combined 
until  the  Board  of  Directors  shall  deem  it  necessary  to  sepa- 
rate them. 

II.  The  Treasurer  and  Secretary  shall  be  appointed  by  the 
Board  of  Directors,  and  shall  give  bond  in  the  sum  of  $80,- 
000,  with  security  to  be  approved  by  the  Board,  and  shall  re- 
ceive for  his  services  the  sum  of  $>1&50  per  annum. 


21 

III.  It  shall  be  the  duty  of  the  Treasurer  and  Secretary  to 
keep  a  full  and  fair  journal  of  the  meetings  and  proceedings 
of  the  Board  of  Directors  ;  to  advertise  and  collect  all  assess- 
ments which  may  from  time  to  time  be  made  upon  the  Stock- 
holders ;  and  in  failure  of  any  Stockholder  to  pay  his  assess- 
ments within  the  time  prescribed,  to  report  the  name  or  names 
of  such  Stockholders  to  the  President ;  to  take  charge  of  and 
safely  keep  all  the  money  and  other  valuable  effects  of  the 
Company,  and  to  disburse  the  same  under  the  direction  and 
upon  the  requisition  of  the  President ;  and  to  take  proper 
vouchers  for  such  disbursements,  and  to  perform  all  such  other 
duties  as  may  be  prescribed  by  the  Board  of  Directors. 

IV.  The  Treasurer  shall  deposit  all  moneys  belonging  to 
the  Company  in  the  Bank  of  the  State,  at  Raleigh,  and  in 
the  Branch  of  the  Bank  of  Cape  Fear  at  Salisbury,  and  shall 
keep  a  regular  and  accurate  account  of  receipts  and  disburse- 
ments made  by  him,  and  shall  render  to  the  President  and 
Directors  a  quarterly  account  of  all  his  transactions,  and  as 
much  oftener  as  the  President  and  Directors  may  require ; 
and  he  shall  at  no  time  retain  in  his  hands  a  sum  exceeding 
five  thousand  dollars. 

V.  That  a  standing  committee  of  three  persons  be  appoint- 
ed at  each  annual  meeting  of  the  stockholders,  (commencing 
with  the  present,)  to  audit  and  report  upon  all  accounts  of  the 
Treasurer,  to  the  stockholders  at  each  annual  meeting  ; — that 
said  committee  act  in  the  intervals  of  regular  meetings,  and 
that  they  be  allowed  the  sum  of  ten  cents  per  mile  for  their 
travelling  expenses,  and  the  sum  of  two  dollars  per  diem  for 
each  day  in  which  they  shall  be  engaged  in  said  service. 

DIRECTORS. 

I.  The  Board  of  Directors  shall  meet  once  in  every  three 
months.  The  first  meeting  shall  take  place  in  Salisbury,  and 
all  subsequent  meetings  at  such  places  as  the  Board  may  di- 
rect; and  the  President  shall  be  at  liberty  to  convene  the 
Board  as  much  oftener  as  the  interests  of  the  Company  may 
require  ;  and  the  Directors  shall  receive  as  full  compensation 


22 

for  their  services  at  the  rate  of  ten  cents  per  mile  for  every 
mile  travelled  to  and  from  the  place  of  meeting;  and  five 
members  of  the  Board  of  Directors,  including  the  President, 
shall  constitute  a  quorum  for  the  transaction  of  business. 

II.  The  President  and  Directors  shall  have  power  to  em- 
ploy Engineers  and  such  other  Officers  and  Agents  as  they 
may  think  proper,  and  to  fix  their  compensation :  and  shall 
make  a  report  of  all  such  appointments  to  the  regular  Annual 
Meeting  of  the  Stockholders. 

III.  The  Directors  shall  have  power  to  establish  a  common 
seal  with  suitable  devices  ;  to  ascertain  and  define  the  duties 
of  the  Officers,  Clerks,  and  Servants  of  the  Company,  and  di- 
rect them  in  the  performance  thereof,  and  to  dismiss  from 
the  service  of  the  Company  any  Officer,  or  Agent,  Clerk  or 
Servant  appointed  by  them,  at  pleasure. 

PROXIES. 

The  form  of  all  Proxies  to  represent  Stockholders  at  their 
General  Meetings  may  be  as  follows  : 

'  Know   all  men  by  these   presents,  that  I  (A.  B.),  of  the  County  of 
and  State  of  ;  do  hereby  substitute   and   ap- 

point (C.  D.)  of  the  county  of  ,  and  State  of  ,  to 

be  my  Proxy,  for  me  and  in  my  name  and  behalf  to  vote  on 
Shares,  being  votes,  at  the  next  General  Meeting  of  the  Stock- 

holders of  the  North  Carolina  Rail  I-load  Company,  on  any  matter  which 
may  properly  come  before  them. 

'  la  witness  whereof  I  have   hereunto   set  my  hand  and  seal,  this 
day  of  ,  185    . 

(A.  B.)' 

Which  shall  be  signed  by  the  party  and  attested  by  some 
Justice  of  the  Peace,  Clerk  of  a  Court  aforesaid,  Notary  Pub- 
lic, or  Director  of  the  Company.  And  none  but  a  Stockhol- 
der shall  be  a  proxy. 

CONTRACTS. 

Contracts  shall  be  made  under  such  rules  and  regulations  as 
the  Directors  shall  prescribe,  and  when  signed  by  the  Presi- 
dent, shall  be  binding  on  the  Company,  eitheir  with  or  with- 
out the  seal  of  the  Corporation. 


23 

CERTIFICATES  OF  STOCK. 

The  form  of  all  Certificates  of  Stocl:  shall  be  as  follows  : 
* 

North  Carolina  Rati  Road  Company. 
No.  Shares. 

Bo  il  known  that  of  ia 

entitled  to  shares  ii>  the  North  Carolina  Rail  Road 

Company,  transferable  by  the  said  either 

personally  or  by  Attorney,  only  at  the  Office,  and  on  the  Books  of  said 
Company. 

Withess,  President  of  the  said 

North  Carolina  Rail  Road  Company  at  under 

the  seal  of  the  Corporation,  this  clay  of 

A.  D. 

TRANSFERS. 

And  the  Stock  shall  be  transferred,  cither  in  person  or  by 
Attorney,  at  the  Office,  and  on  the  Books  of  the  Company  to 
be  kept  for  that  purpose. 

The  form  of  all  transfers  of  subscriptions  to  the  stock  of  this 
Company  shall  be  as  follows  : 

•'Know  all  men  by  these  presents,  that  I  (A.  B.)  for  and  in  considera- 
tion of  the  sum  of  dollars,  tome  in  hand  paid  by  (C.  D.,)  the 
receipt  and  payment  of  which  is  hereby  acknowledged.,  have  bargained, 
sold,  assignedand  set  over  to  the  said  (CD.)  shares  of  the  capital 
stock  in  the  North  Carolina  Rail  Road  Company,  which  was  subscribed 
by  mc  in  the  books  of  said  Company  (or,  which  have  been  purchased  by 
rne,  as  the  case  may  be.) — to  have  and  to  hold  to  him  the  said  (C.  D..) 
his  executors,  administrators  and  assigns  forever;  and  the  said  (CD.) 
doth  hereby  agree  to  receive  and  accept  of  the  above  named  stock,  trans- 
ferred as  aforesaid. 

'  In  testimony  whareof,  the  parties  aforesaid  have  hereunto  set  their 
hands  and  seals,  this  ,  A.D.,  185    . 

« Seal. 
'Seal.' 

Which  said  transfer  shall  be  signed  either  in  person  or  by 
attorney,  by  both  parties,  in  the  presence  of  a  Director  of  this 
Company,  some  one  of  the  Judges  of  the  Superior  or  Supremo 
Court,  a  Clerk  and  Master  in  Equity,  or  a  Notary  Public,  and 
attested  by  the  same  :  and  when  the  attestation  is  made  by  a 
Clerk,  or  Clerk  and  Master,  or  Notary  Public,  it  shall  be  fur- 
ther authenticated  by  his  seal  of  office.  And  said  transfer 
shall  be  filed  in  the  ofiice  of  the  Secretary  of  said  Company 
at  or  before  the  next  Annual  Meeting  of  the  Stockholders, 
and  it  shall  be  recorded  on  the  journals  of  the  proceedings  of 
the  Board  of  Directors. 


